Square D Company and Subsidiaries - Page 26

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                         (iv) Messrs. Garrett, Richardson, Thompson, and              
                              Williams                                                
               Ms. Meyer identified 17 executives in her rebuttal report              
          that she considered comparable to petitioner’s heads of operating           
          divisions; namely, Messrs. Garrett, Richardson, Thompson, and               
          Williams, in 1992.  We conclude that eight of those executives              
          should be disregarded, as follows:  Mr. Rosso of Honeywell, Inc.,           
          and Mr. Claramunt of Danaher Corp. because the description of               
          those executives’ duties in 1992 in the proxy disclosure                    
          materials in the record conflict with Ms. Meyer’s description of            
          their duties in 1992; Messrs. Jeney, Dundon, and Scherzi of                 
          Magnetek, Inc., because the proxy disclosures of that company for           
          1992 are not comparable to the remaining companies, having been             
          made prior to October 1992 regulatory changes governing                     
          disclosure formats; and Messrs. Drendel, Bunker, and Krisbergh of           
          General Instrument Corp., because as noted we believe that                  
          company is not comparable to petitioner.                                    
               Moreover, Mr. Rosenbloom specifically objected to Ms.                  
          Meyer’s use as comparables of two executive vice presidents of              
          Johnson Controls, Inc., on the grounds that they were responsible           
          for business segments with several billion dollars in annual                
          revenues and therefore not comparable to petitioner’s heads of              
          operating divisions.  We are persuaded by Mr. Rosenbloom on this            
          point and find that Messrs. Lewis and Barth of Johnson Controls,            
          Inc., should be disregarded.                                                





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